TY 2011 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) JOHN HILER DIRECTOR - CHAIR	2.0	X	X	3,407	0
(2) RICHARD WARNER CSC DIRECTOR - THRU MAR 2011	2.0	X		0	0
(3) VIVIAN SALLIE DIRECTOR - SECRETARY	2.0	X	X	2,355	0
(4) RAFAT ANSARI MD DIRECTOR - MED DIRECTOR	4.0	X		0	0
(5) LARRY HARDING DIRECTOR - TREASURER	2.0	X	X	2,355	0
(6) VINCENT HENDERSON MD DIRECTOR & EMPLOYED PHYSICIAN	40.0	X		354,760	31,520
(7) TODD SCHURZ DIRECTOR - VICE CHAIR	2.0	X	X	3,501	0
(8) PHILIP NEWBOLD PRESIDENT & CEO	40.0	X	X	1,675,637	42,358
(9) BIPIN DOSHI DIRECTOR	2.0	X		2,607	0
(10) JAMES KEENAN DIRECTOR - THRU MAR 2011	2.0	X		2,073	0
(11) WES WILLIAMS DIRECTOR - THRU NOV 2011	2.0	X		2,844	0
(12) RICHARD RICE DIRECTOR	2.0	X		2,844	0
(13) TRACY D GRAHAM DIRECTOR	2.0	X		1,061	0
(14) NAJEEB KHAN DIRECTOR	2.0	X		0	0
(15) WELLINGTON JONES III DIRECTOR	2.0	X		2,355	0
(16) JEFFREY COSTELLO ASSISTANT TREASURER & CFO	40.0		X	608,049	32,936
(17) MICHAEL O'NEIL COO	40.0		X	257,401	23,936

(A) Name and business address	(B) Description of services	(C) Compensation
CERNER CORPORATION 2800 ROCKCREEK PKWY KANSAS CITY,MO46117	IS SFTWR MAINTENANCE	2,043,208
WOODCOX BLDG CONTRACTORS 51175 PRESCOTT AVE SOUTH BEND,IN46637	CONSTRUCTION MANAGER	1,447,879
MCKESSON INFORMATION SOLUTIONS LLC PO BOX 98347 CHICAGO,IL60693	IS SFTWR MAINTENANCE	1,330,965
BVK 250 W COVENTRY COURT MILWAUKEE,WI53217	ADVERTISING	883,977
ALLSCRIPTS LLC 8529 SIX FORKS ROAD RALEIGH,NC27615	IS SFTWR MAINTENANCE	845,237
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 40

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	69,130	69,130
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	179,430	179,430
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	3,348,107	254,186	3,093,921
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	56,928,775	51,979,929	4,948,846
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,900,076	1,651,120	248,956
9	Other employee benefits .......	8,305,229	6,930,794	1,374,435
10	Payroll taxes ...........	3,344,401	2,784,821	559,580
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	539,099		539,099
c	Accounting ...........	172,921	14,856	158,065
d	Lobbying ...........	5,788	3,356	2,432
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	4,029,467	2,968,603	1,060,864
12	Advertising and promotion ....	1,808,163	1,071,019	737,144
13	Office expenses .......	7,318,391	4,615,536	2,702,855
14	Information technology ......	38,178	27,479	10,699
15	Royalties ..	0
16	Occupancy ...........	2,619,514	2,136,239	483,275
17	Travel ............	276,389	176,325	100,064
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	338,309	307,368	30,941
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	4,999,329	3,380,512	1,618,817
23	Insurance ..............	1,195,884	1,102,158	93,726
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	MEDICAL SUPPLIES	4,188,105	4,188,105
b	BAD DEBT EXPENSE	2,944,207	2,944,207
c	LICENSES & TAXES	1,164,421	789,845	374,576
d	GENERAL DUES & SUBSCRIPTIONS	524,124	364,949	159,175
e
f	All other expenses	364,062	252,999	111,063
25	Total functional expenses. Add lines 1 through 24f	106,601,499	88,192,966	18,408,533	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	5,781	1	5,781
2	Savings and temporary cash investments .......	2,859,523	2	6,626,725
3	Pledges and grants receivable, net .........	304,670	3	396,954
4	Accounts receivable, net .........	5,963,233	4	8,223,770
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........	0	6	0
7	Notes and loans receivable, net .............	106,522	7	106,522
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ............	5,304,783	9	5,877,805
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	112,953,244
b	Less: accumulated depreciation. .....	10b	51,836,403	61,948,591	10c	61,116,841
11	Investments—publicly traded securities ..........	3,871,168	11	3,980,513
12	Investments—other securities. See Part IV, line 11 ......	0	12	0
13	Investments—program-related. See Part IV, line 11 ..	15,623,397	13	16,670,770
14	Intangible assets .........	0	14	0
15	Other assets. See Part IV, line 11 ...........	4,006,648	15	3,391,951
16	Total assets. Add lines 1 through 15 (must equal line 34)...	99,994,316	16	106,397,632
	17	Accounts payable and accrued expenses .	11,775,949	17	16,280,847
18	Grants payable ..........	0	18	0
19	Deferred revenue ..........	26,636	19	22,383
20	Tax-exempt bond liabilities ..........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....	34,845,691	25	45,267,400
26	Total liabilities. Add lines 17 through 25.....	46,648,276	26	61,570,630
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	53,346,040	27	44,827,002
28	Temporarily restricted net assets .....	0	28	0
29	Permanently restricted net assets .....	0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	53,346,040	33	44,827,002
34	Total liabilities and net assets/fund balances .....	99,994,316	34	106,397,632

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	831,024	1,265,409	1,791,723	1,966,424	2,628,344	8,482,924
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	63,654,671	62,463,577	66,413,343	67,805,369	81,208,221	341,545,181
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	64,485,695	63,728,986	68,205,066	69,771,793	83,836,565	350,028,105
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...	0	0	0			0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.	29,878,877	22,391,069	20,657,376	19,468,541	20,415,589	112,811,452
c	Add lines 7a and 7b..	29,878,877	22,391,069	20,657,376	19,468,541	20,415,589	112,811,452
8	Public Support (Subtract line 7c from line 6.)						237,216,653

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...	64,485,695	63,728,986	68,205,066	69,771,793	83,836,565	350,028,105
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	2,904,040	3,258,293	2,405,482	4,228,947	3,133,702	15,930,464
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.	4,830	4,867	4,893	4,963	17,400	36,953
c	Add lines 10a and 10b.	2,908,870	3,263,160	2,410,375	4,233,910	3,151,102	15,967,417
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)	583,054	388,924	395,391	325,266	319,972	2,012,607
13	Total support (Add lines 9, 10c, 11 and 12.).	67,977,619	67,381,070	71,010,832	74,330,969	87,307,639	368,008,129

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

64.460 %

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

60.097 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

4.339 %

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

4.451 %

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization MEMORIAL HEALTH SYSTEM INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization MEMORIAL HEALTH SYSTEM INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below.
SchCMd Bullet

Attach to Form 990 or Form 990-EZ. SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c) except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Privacy Act and Paperwork Reduction Act Notice, see the instructions for Form 990.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2011

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) Total

2a	Lobbying non-taxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2011

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Yes

5,788

Total. Add lines 1c through 1i ...............................

5,788

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2 are answered “No” OR (b) Part III-A, line 3 is answered “Yes”.

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ...........................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, Part II-A; line 5; and Part ll-B, line 1.
Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
OTHER ACTIVITIES	PART II-B	MEMORIAL HEALTH SYSTEM, INC PAYS FOR THE MEMBERSHIP FEES TO SEVERAL NATIONAL ORGANIZATIONS FOR ITS EMPLOYEES. THESE NATIONAL ORGANIZATIONS INDICATE A PORTION OF THE MEMBERSHIP FEES ARE USED FOR LOBBYING PURPOSES. THE MEMBERSHIP FEES PAID WERE FOR THE FOLLOWING ORGANIZATIONS: -AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS -INDIANA CPA SOCIETY -AMERICA COLLEGE OF HEALTH CARE EXECUTIVES -AMERICAN DIETETIC ASSOCIATION -FINANCIAL EXECUTIVE INSTITUTE -MEDICAL GROUP MANAGEMENT ASSOCIATION -AMERICAN ACADEMY OF FAMILY PHYSICIANS -AMERICAN COLLEGE OF PHYSICIANS -AMERICAN COLLEGE OF CARDIOLOGY -AMERICAN HOSPITAL ASSOCIATION -AMERICAN ASSOCIATION OF NEUROLOGICAL SURGEONS -INDIANA STATE MEDICAL SOCIETY -SOCIETY FOR HUMAN RESOURCE MANAGMENT

Schedule C (Form 990 or 990EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	16,819,050		16,819,050
b	Buildings ................	50,088,232	16,811,301	33,276,931
c	Leasehold improvements ............	1,959,397	1,480,610	478,787
d	Equipment ................	44,086,565	33,544,492	10,542,073
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				61,116,841

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) INVESTMENT IN HOME CARE	12,366,886	C
(2) INVESTMENT IN VHA	200,000	C
(3) INVETMENT IN STRATUM MEDICAL	95,000	C
(4) LAPORTE MEDICAL GROUP SURGICAL	15,766	C
(5) MEMORIAL SPINE & NEUROSCIENCE	172,699	C
(6) COMMUNITY HEALTH ALLIANCE	2,235,416	C
(7) MEMORIAL LIGHTHOUSE IMAGING JV	11,851	C
(8) MICHIANA LINEN SERVICES JV	1,573,152	C

Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	16,670,770

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
ACCRUED SUPPLEMENTAL BENEFITS		4,122,106
ACCRUED PENSION		40,962,596
DUE TO AFFILIATES		182,698






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		45,267,400
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8
9	Total adjustments (net). Add lines 4 through 8 .........................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Charity Care and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a....

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) to determine eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other

Did the organization use FPG to determine eligibility for providing discounted care? If "Yes," indicate which of the

following was the family income limit for eligibility for discounted care: ............

Yes

200% 250% 300% 350% 400% Other

If the organization did not use FPG to determine eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, to determine eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount?......

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care?...............

Did the organization prepare a community benefit report during the tax year?...........

If "Yes," did the organization make it available to the public? ...............

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

	(c) Total community benefit expense	(e) Net community benefit expense	(f) Percent of total expense
a Financial Assistance at cost (from Worksheet 1) ..	260,157	260,157	0.330 %
b Medicaid (from Worksheet 3, column a) .....	9,027,703	9,027,703	11.570 %
c Costs of other means-tested government programs (from Worksheet 3, column b) .
dTotal Financial Assistance and Means-Tested Government Programs .....	9,287,860	9,287,860	11.900 %
Other Benefits e Community health improvement services and community benefit operations (from (Worksheet 4) ....	60,700	60,700	0.070 %
f Health professions education (from Worksheet 5) ..
g Subsidized health services (from Worksheet 6) ..
h Research (from Worksheet 7)
i Cash and in-kind contributions for community benefit (from Worksheet 8) ....
jTotal Other Benefits ...	60,700	60,700	0.070 %
kTotal. Add lines 7d and 7j. ..	9,348,560	9,348,560	11.970 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2011

Schedule H (Form 990) 2011

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Enter the amount of the organization's bad debt expense........

2,270,346

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy .....

227,035

Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expense. In addition, describe the costing methodology used in determining the amounts reported on lines 2 and 3, and rationale for including a portion of bad debt amounts as community benefit.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

10,283,915

Enter Medicare allowable costs of care relating to payments on line 5.....

13,660,982

Subtract line 6 from line 5. This is the surplus or (shortfall)........

-3,377,067

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures

(see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership%	(e) Physicians' profit % or stock ownership %
1MEMORIAL SPINE & NEU	SPINAL INJECTIONS & OTHER MIN	50.000 %	50.000 %
2LAPORTE MEDICAL GROU	OUTPATIENT SURGERY CENTER	50.187 %		18.023 %
3PHYSICIAN'S HOSPITAL	LONGTERM ACUTE CARE FACILITY	33.981 %	25.243 %	39.320 %
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2011

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest) How many hospital facilities did the organization operate during the tax year?1 Name and address		Other (Describe)
1	RIVERCREST SPECIALTY HOSPITAL 1625 EAST JEFFERSON BLVD MISHAWAKA,IN46545	X	LONG TERM ACUTE CARE

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices.

(Complete a separate Section B for each of the hospital facilities listed in Part V, Section A)

RIVERCREST SPECIALTY HOSPITAL

Name of Hospital Facility:

Line Number of Hospital Facility (from Schedule H, Part V, Section A):1

				Yes	No
Community Health Needs Assessment (Lines 1 through 7 are optional for 2011)
1	During the tax year or any prior tax year, did the hospital facility conduct a community health needs assessment (“Needs Assessment”)? If “No,” skip to question 8. .....................		1
	If “Yes,” indicate what the Needs Assessment describes (check all that apply):
	a	A definition of the community served by the hospital facility
	b	Demographics of the community
	c	Existing health care facilities and resources within the community that are available to respond to the health needs of the community
	d	How data was obtained
	e	The health needs of the community
	f	Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups
	g	The process for identifying and prioritizing community health needs and services to meet the community health needs
	h	The process for consulting with persons representing the community’s interests
	i	Information gaps that limit the hospital facility’s ability to assess the community’s health needs
	j	Other (describe in Part VI)
2	Indicate the tax year the hospital facility last conducted a Needs Assessment: 20
3	In conducting its most recent Needs Assessment, did the hospital facility take into account input from persons who represent the community served by the hospital facility? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted.		3
4	Was the hospital facility’s Needs Assessment conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI............................		4
5	Did the hospital facility make its Needs Assessment widely available to the public? ...........		5
	If “Yes,” indicate how the Needs Assessment was made widely available (check all that apply):
	a	Hospital facility’s website
	b	Available upon request from the hospital facility
	c	Other (describe in Part VI)
6	If the hospital facility addressed needs identified in its most recently conducted Needs Assessment, indicate how (check all that apply):
	a	Adoption of an implementation strategy to address the health needs of the hospital facility’s community
	b	Execution of the implementation strategy
	c	Participation in the development of a community-wide community benefit plan
	d	Participation in the execution of a community-wide community benefit plan
	e	Inclusion of a community benefit section in operational plans
	f	Adoption of a budget for provision of services that address the needs identified in the Needs Assessment
	g	Prioritization of health needs in the community
	h	Prioritization of services that the hospital facility will undertake to meet health needs in its community
	i	Other (describe in Part VI)
7	Did the hospital facility address all of the needs identified in its most recently conducted Needs Assessment? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs. ....		7
Financial Assistance Policy
	Did the hospital facility have in place during the tax year a written financial assistance policy that:
8	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?		8	Yes
9	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........		9	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 100% If "No," explain in Part VI the criteria the hospital facility used.

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

				Yes	No
10	Used FPG to determine eligibility for providing discounted care?.................		10	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 400.% If "No," explain in Part VI the criteria the hospital facility used.
11	Explained the basis for calculating amounts charged to patients?.................		11	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
	a	Income level
	b	Asset level
	c	Medical indigency
	d	Insurance status
	e	Uninsured discount
	f	Medicaid/Medicare
	g	State regulation
	h	Other (describe in Part VI)
12	Explained the method for applying for financial assistance?...................		12	Yes
13	Included measures to publicize the policy within the community served by the hospital facility?.......		13	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
	a	The policy was posted on the hospital facility’s web site
	b	The policy was attached to all billing invoices
	c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
	d	The policy was posted in the hospital facility’s admissions offices
	e	The policy was provided, in writing, to patients upon admission to the hospital facility
	f	The policy was available upon request
	g	Other (describe in Part VI)
Billing and Collections
14	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......		14	Yes
15	Check all of the following collection actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments
	e	Other similar actions (describe in Part VI)
16	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........		16		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments
	e	Other similar actions (describe in Part VI)
17	Indicate which efforts the hospital facility made before initiating any of the actions checked in line 16 (check all that apply):
	a	Notified patients of the financial assistance policy upon admission
	b	Notified patients of the financial assistance policy prior to discharge
	c	Notified patients of the financial assistance policy in communications with the patients regarding the patients’ bills
	d	Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy
	e	Other (describe in Part VI)

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Policy Relating to Emergency Medical Care
				Yes	No
18	Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........		18		No
	If “No,” indicate why:
	a	The hospital facility did not provide care for any emergency medical conditions
	b	The hospital facility’s policy was not in writing
	c	The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)
	d	Other (describe in Part VI)
Individuals Eligible for Financial Assistance
19	Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.
	a	The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged
	b	The hospital facility used the average of it's three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged
	c	The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged
	d	Other (describe in Part VI)
20	Did the hospital facility charge any of its patients who were eligible for assistance under the hospital facility’s financial assistance policy, and to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care?.........		20		No
	If “Yes,” explain in Part VI.
21	Did the hospital facility charge any of its FAP-eligible patients an amount equal to the gross charge for any services provided to that patient?...............................		21		No
	If “Yes,” explain in Part VI.

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?35
Name and address		Type of Facility (describe)
1	MEMORIAL ADVANCED CARDIOVASCULAR INSTITU 610 N MICHIGAN SUITE 400 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
2	LAPORTE MEDICAL GROUP 900 I STREET LAPORTE,IN46350	PHYSICIAN PRACTICE OUTPATIENT SERVICES
3	MAIN STREET MEDICAL GROUP 6913 N MAIN STREET SUITE 300 GRANGER,IN46530	PHYSICIAN PRACTICE OUTPATIENT SERVICES
4	LAPORTE LAB 900 I STREET LAPORTE,IN46350	LAB SERVICES
5	IRELAND ROAD MEDICAL GROUP 1815 E IRELAND RD SOUTH BEND,IN46614	PHYSICIAN PRACTICE OUTPATIENT SERVICES
6	LAPORTE SURGERY CENTER 900 I STREET LAPORTE,IN46350	OUTPATIENT SURGERY
7	MICHIANA ARTHRITIS AND OSTEOARTHRITIS CE 707 N MICHIGAN SUITE 102 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
8	FAMILY PRACTICE CENTER 714 SOUTH MICHIGAN STREET SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
9	NAVARRE PEDIATRIC SATELLITE 6913 N MAIN STREET SUITE 200 GRANGER,IN46530	PHYSICIAN PRACTICE OUTEPATIENT SERVICES
10	RADIATION ONCOLOGY 615 N MICHIGAN STREET SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
11	MEMORIAL SPINE & NEUROSCIENCE CENTER 100 NAVARRE SUITE 4405 SOUTH BEND,IN46601	SPINE & OUTPATIENT SURGERY PROCEDURES
12	WOMEN'S REPRODUCTIVE MEDICINE 100 NAVARRE SUITE 4470 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
13	MEMORIAL HOSPITALISTS 100 NAVARRE SUITE 5500 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
14	NAVARRE PEDIATRIC GROUP 100 NAVARRE SUITE 4400 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
15	SCHWARTZ-WEIKAMP MEDICAL GROUP 4630 VISTULA ROAD MISHAWAKA,IN46544	PHYSICIAN PRACTICE OUTPATIENT SERVICES
16	PORTAGE MEDICAL GROUP 3575 PORTAGE ROAD SOUTH BEND,IN46628	PHYSICIAN PRACTICE OUTPATIENT SERVICES
17	DR BRYAN BOYER 100 NAVARRE SUITE 5500 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
18	MATERNALFETAL MEDICINE 100 NAVARRE SUITE 4400 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
19	SOUTHEAST CLINIC 1708 S HIGH STREET SOUTH BEND,IN46613	PHYSICIAN PRACTICE OUTPATIENT SERVICES
20	MEMORIAL CRITICAL KIDS 615 N MICHIGAN SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
21	CENTRAL CLINIC 813 S MICHIGAN STREET SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
22	CENTER FOR OCCUPATIONAL HEALTH 2301 N BENDIX DRIVE SOUTH BEND,IN46628	PHYSICIAN PRACTIVE OUTPATIENT SERVICES
23	SPORTS MEDICINE INSTITUTE 111 W JEFFERSON BLVD SUITE 100 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
24	PEDIATRIC HEMATOLOGY AND ONCOLOGY 615 N MICHIGAN SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
25	MEDPOINT EXPRESS - VALPARAISO 2400 NORTHLAND DRIVE VALPARAISO,IN46383	PHYSICIAN PRACTICE OUTPATIENT SERVICES
26	DEVELOPMENTAL PEDIATRICS 615 N MICHIGAN SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
27	MEDPOINT EXPRESS - ERSKINE 926 ERSKINE PLAZA SOUTH BEND,IN46614	PHYSICIAN PRACTICE OUTPATIENT SERVICES
28	MEDPOINT EXPRESS - ELKHART 3900 E BRISTOL STREET ELKHART,IN46514	PHYSICIAN PRACTICE OUTPATIENT SERVICES
29	LAKEVILLE FAMILY PRACTICE 601 N MICHIGAN LAKEVILLE,IN46536	PHYSICIAN PRACTICE OUTPATIENT SERVICES
30	BARIATRIC SERVICES 6913 N MAIN STREET GRANGER,IN46530	PHYSICIAN PRACTICE OUTPATIENT SERVICES
31	MEMORIAL CARDIOTHORACIC SURGERY 707 N MICHIGAN ST SUITE 501 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
32	MEMORIAL MEDICAL GROUP BEHAVIORAL HEALTH 420 N NILES AVE 3RD FLOOR SOUTH BEND,IN46617	PHYSICIAN PRACTICE OUTPATIENT SERVICES
33	MEMORIAL NORTHCENTRAL NEUROSURGERY 100 NAVARRE PLACE SUITE 6600 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
34	MEMORIAL NORTHCENTRAL NEUROSURGERY 500 ARCADE BLVD SUITE 110 ELKHART,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES
35	MEMORIAL PEDIATRIC SPECIALTIES 100 NAVARRE PLACE SUITE 4475 SOUTH BEND,IN46601	PHYSICIAN PRACTICE OUTPATIENT SERVICES

Schedule H (Form 990) 2011

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 9, 10, 11h, 13g, 15e, 16e, 17e, 18d, 19d, 20, and 21.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.

Identifier	ReturnReference	Explanation
SCHEDULE H, PART I, LINE 3c		NOT APPLICABLE
SCHEDULE H, PART I, LINE 6a		MEMORIAL HEALTH SYSTEM, INC. IS A 33.98% OWNER IN PHYSICIAN'S HOSPITAL, LLC, WHICH IS A JOINT VENTURE PARTNERSHIP AND DOES NOT FILE A COMMUNITY BENEFIT REPORT. MEMORIAL HEALTH SYSTEM, INC., OPERATES SEVERAL PHYSICIAN CLINICS THAT PROVIDE SERVICES TO INDIVIDUALS, REGARDLESS OF THEIR ABILITY TO PAY. MEMORIAL'S CENTRAL CLINIC IS LOCATED AT THE SOUTH BEND HOMELESS SHELTER, WHILE THE SOUTHEAST CLINIC IS LOCATED IN A NEIGHBORHOOD WITH HISTORICALLY LOW INCOME LEVELS.
SCHEDULE H, PART I, LINE 7, COLUMN F		BAD DEBT EXPENSE REMOVED FROM TOTAL EXPENSES OF $3,016,651
SCHEDULE H, PART I, LINE 7		DONATIONS - THE ACTUAL COST OF THE DONATION OR DEPARTMENTAL NET CONTRIBUTION, WHICHEVER IS APPROPRIATE, FROM THE GENERAL LEDGER RECORDS AND REPORTS ARE INCLUDED.
SCHEDULE H, PART III, LINE 4		THE CORPORATION EVALUATES THE COLLECTABILITY OF ITS ACCOUNTS RECEIVABLE BASED ON THE LENGTH OF TIME THE RECEIVABLE IS OUTSTANDING, PAYOR CLASS, AND THE ANTICIPATED FUTURE UNCOLLECTIBLE AMOUNTS BASED ON HISTORICAL EXPERIENCE. ACCOUNTS RECEIVABLES ARE CHARGED TO THE ALLOWANCE FOR DOUBTFUL ACCOUNTS WHEN THEY ARE DEEMED UNCOLLECTIBLE. COSTING METHODOLOGY IS THE SAME AS TAX FORM 990, SCHEDULE H, WORKSHEET 2 METHODOLOGY. PATIENT CARE COST ADJUSTED BY NON-PATIENT ACTIVITY, EXPENSES, AND PATIENT CARE CHARGES.
SCHEDULE H, PART III, LINE 8		PARTICIPATION IN THE GOVERNMENTAL MEDICARE PROGRAM DOES NOT PROVIDE THE OPPORTUNITY FOR A HEALTH PROVIDER TO NEGOTIATE A REIMBURSMENT RATE OR STRUCTURE THAT WOULD ALLOW THE PROVIDER TO COVER THE COST OF THE MEDICAL SERVICE RENDERED TO THE PROGRAM PARTICIPTANT, AS WOULD BE THE CASE IN CONTRACTUAL NEGOTIATIONS WITH COMMERCIAL INSURANCE COMPANIES. NOR IS THE PROVIDER ALLOWED TO PROVIDE ONLY THE SERVICES FOR WHICH REIMBURSMENT COVERS THE DIRECT COST OF CARE. THIS PRODUCES THE SAME SHORTFALL OUTCOME AS DOES THE PARTICIPATION IN THE MEDICAID PROGRAM. THE MEDICAID PROGRAM IS RECOGNIZED AS A COMMUNITY BENEFIT ON SCHEDULE H AND ON COMMUNITY BENEFIT REPORTS FOR MOST STATES. THE QUALITY AND COST OF THE PATIENT CARE IS THE SAME REGARDLESS OF PAYOR SOURCE. HENCE THE ACCEPTANCE OF MEDICARE REIMBURSMENT REPRESENTS A REDUCTION OR RELIEF OF THE GOVERNMENT BURDEN TO PAY THE FULL COST OF CARE PROVIDED.
SCHEDULE H, PART III, LINE 9b		The collection policy and procedures are as follows related to patients who are known to qualify for charity care or financial assistance: To ensure that Memorial fulfills its mission and commitment to the poor, Memorial shall annually plan for and provide free health care and health-related services to the poor and qualified uninsured/underinsured. A patient is considered for Financial Assistance if all other State and Federal assistance opportunities have been exhausted. The Federal Income and Poverty Guidelines will serve as a guide in determining those patients that may qualify for Financial Assistance. All patients shall be treated consistently in the approval process including Medicare and non Medicare patients. PURPOSE: To provide financial assistance to those patients who cannot afford to pay and to provide discounted care to uninsured patients receiving healthcare services from Memorial Health System. PROCEDURE: 1.Memorial Health System will assist patients in making a determination regarding whether or not the patient may be able to qualify for some form of entitlement through a Federal or State Government program and complete the appropriate applications for assistance. It is required that the patient will assist in the determination and application process. If the patient does not qualify for any Federal or State Assistance, we will start the Financial Assistance Approval process. 2.Identify patients potentially eligible for Financial Assistance through the pre-registration, admission, eligibility process, or through self pay account review and collection activities. 3.Provide to the patient a Financial Evaluation form. 4.Obtain or receive a signed, completed Financial Evaluation Form from the patient. 5.Determine eligibility by obtaining the following information from the patient: a)Gross income and most recent W-2 b)Prior years tax return (including all schedules) c)Last 3 pay stubs (if unemployed, Work One statement of earnings) d)Employment status and future earnings capacity e)Family size f)Medical expenses including drugs and medical supplies g)Last three bank statements If the patient does not have a prior year tax return, we will make our determination based on current income. A credit report may be run to substantiate documentation. There may be circumstances where a patient may not be able to provide all the above documentation needed to approve financial assistance. It will be up to the discretion of the Department Director and/or the CFO to grant approval in this circumstance. 6.Determine the amount of Financial Assistance by utilizing the Federal Poverty guidelines as a basis for qualification levels. Gross Annual income plus cash assets are used as the basis for income calculations. Financial Assistance will be granted for those patients who are homeless. If a patient is deceased and has no estate, we will grant charity on any outstanding self pay account balances. Documentation that an estate has not been filed will be attached to the Financial Assistance approval form. Note: Approval may be made based on Medical indigence. ie: Patients who have excessive pharmacy, oxygen, or ongoing medical expense. This amount would be deducted from their gross income. Financial Assistance will not be granted for non-medically necessary services. 7.Complete the Financial Assistance Approval form and forward to the Collection Coordinator. 8.The Collection Coordinator will review the Financial Assistance application to ensure that it is complete. The Coordinator will approve or deny the application before sending it to the Patient Account Manager for approval. Depending on the dollar amount of the financial assistance write off, approval signatures are required. The approval guidelines are as follows: $1.00 to $2,500.00 Collection Coordinator $2,501.00 to $10,000.00 Patient Account Service Manager $10,001.00 to $25,000.00 Director, Patient Account Services $25,001.00 and above Vice President, CFO 9. After all the appropriate signatures have been obtained, the Financial Assistance write off along with the corresponding documentation will be forwarded to Cash Application for write off. 10.Send determination letter to notify patient of the approval for Financial Assistance. 11.Financial Assistance approvals will apply retroactively to all open accounts with existing balances (including accounts in collections) and will be active for 6 months following the date of approval. 12.The document will be placed in the Financial Assistance file drawer under the date the write off was posted. UNINSURED SELF PAY DISCOUNTS For those patients who have no insurance and do not meet the above financial assistance guidelines, Memorial Health System will provide an uninsured discount based on the following tiered structure: 30% discount if account is paid within 30 days from date of service 20% discount if account is paid within 90 days from date of service 10% discount if patient chooses to participate in the CarePayment financing Any exceptions must be approved by the Department Manager or Director.
SCHEDULE H, PART V, SECTION B, LINE 19d		PHYSICIANS HOSPITAL, LLC IS NOT AN EXEMPT ORGINIZATION, AND BECAUSE IT IS A LONG TERM ACUTE CARE HOSPITAL, IT DOES NOT PROVIDE EMERGENCY SERVICES. PHYSICIANS HOSPITAL DOES HAVE A FINANCIAL ASSISTANCE POLICY, HOWEVER IT HAS NOT IMPLEMENTED SECTION 501(r).
SCHEDULE H, PART VI, LINE 3		PHYSICIAN'S HOSPITAL, LLC IS DEDICATED TO SERVICING THE HEALTH CARE NEEDS OF ITS PATIENTS NEEDING FINANCIAL ASSISTANCE. PATIENTS NEED ONLY REQUEST FINANCIAL ASSISTANCE, AND COMPLETE AND SIGN A FINANCIAL ASSISTANCE APPLICATION TO BE CONSIDERED.
SCHDULE H, PART VI, LINE 4		ESTABLISHED IN 1830, ST JOSEPH COUNTY INDIANA HAS BECOME THE FOURTH LARGEST COUNTY IN INDIANA. THE COUNTY SPANS 467 SQUARE MILES, WHICH INCLUDES A COMFORTABLE MIX OF RURAL CULTRUAL HERITAGE AND URBAN AMENITIES. THE POPULATION FOR ST. JOSEPH COUNTY IN 2011 WAS 266,700 INDIVIDUALS. THE RACE IN THE COUNTY IS 80% CAUCASIANS, 11.8% AFRICAN AMERICAN, AND HISPANICS REPRESENT 6.6%, WITH 1.6% LISTED AS OTHER. OUR SERVICE AREA INCLUDES PATIENTS FROM ST. JOSEPH COUNTY AND SURROUNDING COUNTIES IN INDIANA AND MICHIGAN.
SCHEDULE H, PART VI, LINE 6		MEMORIAL HEALTH SYSTEM, INC. IS A 33.98% OWNER IN PHYSICIAN'S HOSPITAL, LLC. PHYSICIAN'S HOSPITAL, LLC, DOING BUSINESS AS RIVERCREST SPECIALTY HOSPITAL (THE "HOSPITAL") PROVIDES INPATIENT LONG-TERM ACUTE CARE SERVICES. THE HOSPITAL OPERATES A 30 BED, FREESTANDING SPECIALTY ACUTE CARE HOSPITAL LOCATED IN MISHAWAKA, INDIANA. THE HOSPITAL PROVIDES SHORT-TERM, COMPREHENSIVE REHABILITATION SERVICES TO PATIENTS, AND ITS PROGRAMS ARE DESIGNED TO RESTORE PHYSICAL FUNCTIONS FOLLOWING AN ACUTE ILLNESS OR TRAUMA. INPATIENT THERAPY AND SUPPORT SERVICES PROVIDED BY THE HOSPITAL INCLUDE PHYSICAL, OCCUPATIONAL, SPEECH AND RECREATION THERAPY, RADIOLOGY, VENTILATORS, LABORATORY AND DIETARY SERVICES.
SCHEDULE H, PART VI, LINE 7		MEMORIAL HEALTH SYSTEM, INC. IS A 33.98% OWNER IN PHYSICIAN'S HOSPITAL, LLC. PHYSICIAN'S HOSPITAL LLC, DOES NOT CURRENTLY FILE A COMMUNITY BENEFIT REPORT AS IT IS NOT AN EXEMPT ORGANIZATION. MEMORIAL HEALTH SYSTEM, INC REPORTS ITS SHARE OF THE NON-CONTROLLING INCOME (LOSS) IN PHYSICIANS HOSPITAL, LLC AS RELATED INCOME.

Schedule H (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
MEMORIAL HEALTH SYSTEM INC

Employer identification number
35-1536132

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) DOWNTOWN SOUTH BEND INC217 S MICHIGAN ST SOUTH BEND,IN46601	35-1546291	501(c)(6)	50,000	2011 PLEDGE

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) SCHOLARSHIPS/TUITION REIMBURSMENT	112	179,430

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
SCHEDULE I, PART II	CHARITABLE DONATIONS	PART OF THE ORGANIZATION'S MISSION IS TO IMPROVE THE HEALTH OF OUR COMMUNITY. IN ORDER TO FULFILL THIS GOAL, OUR ADMINISTRATORS HAVE THE ABILITY TO MAKE DONATIONS TO ORGANIZATIONS THAT IMPROVE THE HEALTH AND WELL BEING OF OUR COMMUNITY.
SCHEDULE I, PART III	SCHOLARSHIPS / TUITION REIMBURSMENT	FOR SCHOLARSHIPS THE INDIVIDUAL MUST MEET SEVERAL REQUIREMENTS TO QUALIFY. IN ORDER TO QUALIFY FOR A SCHOLARSHIP THE INDIVIDUAL MUST (1) APPLY ON-LINE (INTRANET) AND WITHIN THE ACCEPTABLE TIME PARAMETERS FOR THE SEMESTER OF FUNDS BEING REQUESTED, (2) MAINTAIN A GRADE OF C OR BETTER, (3) PAY FOR TUITION/BOOKS AND SUBMIT CORRESPONDING ORIGINAL RECEIPTS FOR REIMBURSEMENT. REIMBURSED UP TO THE AMOUNT AWARDED BY THE SCHOLARSHIP COMMITTEE. (4) MEET ANY ADDITIONAL REQUIREMENTS OF THE SPECIFIC SCHOLARSHIP FUND, AND (5) MEET ELIGIBILITY REQUIREMENTS WHICH INCLUDE: (A) EMPLOYED BY MEMORIAL HEALTH SYSTEM, INC. (B) ENROLLED IN A QUALIFIED PROGRAM; (C) SUBMITTED A POSITIVE RECOMMENDATION EACH SEMESTER FROM THE IMMEDIATE SUPERVISOR; AND (D) SUBMITTED A POSITIVE RECOMMENDATION EACH SEMESTER FROM THE SCHOOL.

Schedule I (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Yes

Any related organization? .........................

Yes

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) VINCENT HENDERSON MD	(i) (ii)	349,614 0	0 0	5,146 0	14,722 0	16,798 0	386,280 0	0 0
(2) JEFFREY COSTELLO	(i) (ii)	282,072 0	303,186 0	22,791 0	17,402 0	15,534 0	640,985 0	203,250 0
(3) MICHAEL O'NEIL	(i) (ii)	219,135 0	0	38,266 0	12,672 0	11,264 0	281,337 0	0 0
(4) PHILIP NEWBOLD	(i) (ii)	559,219 0	891,563 0	224,855 0	22,046 0	20,312 0	1,717,995 0	448,804 0
(5) MICHAEL GORDON	(i) (ii)	211,801 0	0 0	5,465 0	10,811 0	20,476 0	248,553 0	0 0
(6) GREG CONRAD	(i) (ii)	41,676 125,028	0 0	1,016 3,047	2,133 6,398	2,730 8,191	47,555 142,664	0 0
(7) STEPHEN SMITH	(i) (ii)	1,182,771 0	25,000 0	0 0	9,800 0	17,245 0	1,234,816 0	0 0
(8) ROBERT YOUNT	(i) (ii)	991,776 0	25,000 0	3,657 0	9,800 0	14,701 0	1,044,934 0	0 0
(9) RAMANAK MITRA	(i) (ii)	953,928 0	0 0	690 0	9,800 0	18,475 0	982,893 0	0 0
(10) WALTER LANGHEINRICH	(i) (ii)	929,597 0	25,000 0	1,242 0	9,800 0	15,104 0	980,743 0	0 0
(11) JOSEPH SCHNITTKER	(i) (ii)	777,880 0	25,000 0	2,322 0	9,800 0	22,241 0	837,243 0	0 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
PART I, LINE 1A		MEMORIAL HEALTH SYSTEM, INC. REIMBURSES DIRECTORS FOR THE TAX EFFECT OF THE 1099 REPORTABLE BENEFITS FOR HEALTH CLUB MEMBERSHIP, WITH MEMORIAL HEALTH SYSTEM'S HEALTH AND LIFESTYLE CENTER AND SPOUSAL TRAVEL. THIS REPORTING IMPACTS 11 CURRENT BOARD MEMBERS. MEMORIAL HEALTH SYSTEM ALSO REIMBURSES FOR DIRECT EXPENSES RELATED TO ANY TRAVEL ON THE ORGANIZATION'S BEHALF. SOCIAL CLUB MEMBERSHIPS INCLUDED IN TAXABLE COMPENSATION - 2 EMPLOYEES (JEFFERY COSTELLO, AND MICHAEL O'NEIL) SPOUSAL TRAVEL INCLUDED IN TAXABLE COMPENSATION -1 EMPLOYEE (PHILIP NEWBOLD) CHARTER TRAVEL WAS PROVIDED FOR INVESTMENT COMMITTEE MEMBERS TO TRAVEL TO THE INVESTMENT ADVISOR, LOCATED IN MINNEAPOLIS, MN. THE CHARTER TRAVEL ALLOWED THE ORGINIZATION TO REDUCE THE OVERALL COST OF TRAVEL, BY ELIMINATING THE NEED FOR OVERNIGHT ACCOMIDATIONS. THE CHARTER TRAVEL ALSO REDUCED THE TIME UNPAID BOARD MEMBERS HAD TO COMMIT. CHARTER TRAVEL WAS PROVIDED FOR 2 INDIVIDUALS LISTED ON PART VII, SECTION LINE 1A (JEFFREY COSTELLO, JAMES KEENAN).
PART I, LINE 4B	SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (457(F))	EMPLOYEE 2011 EARNED 457(f) PHILIP NEWBOLD $191,729 MICHAEL O'NEIL $16,110 JEFFERY COSTELLO $0 MEMORIAL HEALTH SYSTEM PROVIDES A NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) TO CERTAIN EXECUTIVES. THE PLAN PROVIDES FOR AN ADDED RETIREMENT BENEFIT OVER THE QUALIFIED RETIREMENT PROGRAM. QUALIFIED INDIVIDUALS ARE ELIGIBLE TO RECEIVE A BENEFIT, IN THE FORM OF AN AFTER TAX LUMP SUM, WHICH IS THE ACTUARIAL EQUIVALENT OF AN ANNUITY, EQUAL TO 65% OF THE AVERAGE OF THEIR LAST FIVE YEARS OF PRERETIREMENT EARNINGS, OR 70% WITH MORE THAN 25 YEARS OF SERVICE, WITH OFFSETS FOR THE VALUE OF SOCIAL SECURITY AND QUALIFIED RETIREMENT PLAN BENEFITS. PARTICIPANTS VEST INTO THE SERP AFTER FIVE YEARS OF SERVICE. THE INCREASE IN VALUE OF THE BENEFIT EACH YEAR IS INCLUDED IN THE TAXABLE COMPENSATION OF VESTED SERP PARTICIPANTS. SUCH AMOUNTS ARE INCLUDED IN PART II COLUMN (B)(iii). IF A VESTED EMPLOYEE LEAVES EMPLOYMENT, THE ANNUAL VALUE OF THE BENEFIT IS CONVERTED TO A LUMP SUM AND PAID TO THE PARTICIPANT AFTER FULFILLING THE TERMS OF THEIR NON-COMPETE AGREEMENT. ON 12/31/2011 MEMORIAL HEALTH SYSTEM TERMINATED THE SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM.
PART I, LINE 6A & 6B		THE ORGANIZATION HAS TWO INCENTIVE PLANS (EMPLOYEE AND MANAGEMENT) WHICH HAVE A NET OPERATING INCOME TO BUDGET MEASUREMENT FOR THE PAYOUT THRESHOLD. THE EMPLOYEE PLAN SHARES THE EXCESS OVER BUDGET NET OPERATING INCOME WITH THE NON-MANAGMENT EMPLOYEES FOR MEMORIAL HEALTH SYSTEM, INC AND THE AFFILIATED ENTITIES, WHICH INCLUDES MEMORIAL HOSPITAL OF SOUTH BEND, INC. THE EMPLOYEE INCENTIVE HAS A MAXIMUM CAP OF $2,500,00. THE MANAGEMENT INCENTIVE PLAN PAYS A SLIDING PERCENTAGE OF BASE COMPENSATION IF THE NET OPERATING INCOME IS EQUAL TO OR GREATER THAN 80% OF THE BUDGETED NET OPERATING INCOME. THE SLIDING SCALE CAPS WHEN OPERATING INCOME REACHES 120% OF THE BUDGETED OPERATING INCOME. THE CEO IS COVERED UNDER A DEFERRED COMPENDATION PLAN. THE PLAN SETS ASIDE HALF OF THE CEO'S ANNUAL BONUS AWARD AS DEFERRED COMPENSATION TO BE PAID IN FUTURE YEARS AT A RATE OF 20% PER YEAR PLUS ACCRUED INTEREST. IN ORDER TO RECEIVE THE FUTURE BENEFITS UNDER THE PLAN, THE CEO MUST CONTINUE TO REMAIN EMPLOYED BY THE ORGANIZATION. THE PLAN WAS TERMINATED AND BENEFITS UNDER THE PLAN WERE PAID IN FULL ON 12/31/2011.
PART I, LINE 7		BRYAN BOYER, MD IS ELIGIBLE FOR AN INCENTIVE BASED UPON EXCEEDING GROSS PROFESSIONAL BILLINGS. THE INCENTIVE IS A COMPONENT OF THE EMPLOYMENT CONTRACT WITH DR. BOYER. DAVID HORNBACK, MD IS ELIGIBLE FOR AN INCENTIVE BASED UPON NET PROFESSIONAL BILLINGS. THE INCENTIVE IS A COMPONENT OF THE EMPLOYMENT CONTRACT WITH DR HORNBACK. FACULTY INCENTIVE FOR FAMILY PRACTICE RESIDENCY CLINICS PROVIDES FOR AN INCENTIVE PAYMENT WHEN COLLECTIONS FOR PERSONALLY RENDERED SERVICES EXCEED A THRESHOLD. THESE INCENTIVE ARE CAPPED. PHYSICIAN RELATIONS INCENTIVE PLAN PROVIDES FOR AN INCENTIVE PAYMENT TO EMPLOYEES IN A PHYSICIANS RELATIONS POSITION BASED UPON ATTAINMENT OF SATISFACTION SCORES. PAID AS A PERCENTAGE OF BASE PAY UP TO 5%.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2011

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) RAFAT ANSARI MD	DIRECTOR	259,189	LEASES OFFICE SPACE		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Identifier	Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2		BUSINESS RELATIONSHIPS - VINCENT HENDERSON & RICK RICE
FORM 990, PART VI, SECTION A, LINE 4		IN MARCH 2011, MEMORIAL HEALTH SYSTEM INC (MHS) AND ELKHART GENERAL HOSPITAL INC (EGH) COMPLETED A MEMORANDUM OF UNDERSTANDING TO FORM AN AFFILIATION. EFFECTIVE DECEMBER 1, 2011, A NEWLY FORMED CORPORATION, BEACON HEALTH SYSTEM, INC (BEACON), BECAME THE SOLE CORPORATE MEMBER FOR BOTH MHS AND EGH.
FORM 990, PART VI, SECTION A, LINE 6		BEACON HEALTH SYSTEM, INC. IS THE SOLE CORPORATE MEMBER OF MEMORIAL HEALTH SYSTEM, INC.
FORM 990, PART VI, SECTION A, LINE 7a		THE CORPORATE MEMBER SHALL APPOINT THE BOARD OF DIRECTORS OF MEMORIAL HEALTH SYSTEM AND SHALL HAVE SUCH POWERS OF ADVANCE APPROVAL REGARDING CORPORATE ACTIONS AS ARE DELINEATED IN THE BY-LAWS OF MEMORIAL HEALTH SYSTEM.
FORM 990, PART VI, SECTION A, LINE 7b		DECISIONS OF THE BOARD OF DIRECTORS MUST BE APPROVED BY THE CORPORATE MEMBER.
FORM 990, PART VI, SECTION B, LINE 11b		THE ORGANIZATION INCORPORATES NUMEROUS PARTIES IN THE PRODUCTION AND REVIEW OF THE FORM 990 AND ASSOCIATED SCHEDULES. SENIOR ACCOUNTING STAFF AND MANAGEMENT COMPLETE THE FORM 990 AND SCHEDULES. THE FORMS AND SCHEDULES ARE REVIEWED BY THE CONTROLLER, AND CFO. SUBSEQUENT TO THOSE STEPS, THE ORGANIZATION ENGAGED ERNST & YOUNG US, LLP TO REVIEW THE COMPLETED FORM 990 AND APPROPRIATE SCHEDULES. PRIOR TO FILING THE RETURN, THE COMPENSATION COMMITTEE OF THE ORGANIZATION AND CEO CONDUCT A GENERAL OVERVIEW OF THE FORM 990, INCLUDING APPLICABLE COMPENSATION SCHEDULES. IN ADDITION, THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE WILL RECEIVE A COPY OF THE 990 PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12c		THERE ARE THREE SEPARATE FORMS THAT ARE SENT OUT THROUGH THE INTERNAL AUDIT DEPARTMENT TO KEY EMPLOYEES OR BOARD MEMBERS REGARDING CONFLICT OF INTEREST. THEY ARE AS FOLLOWS: 1. THE FIRST IS A CONFLICT OF INTEREST STATEMENT THAT IS SENT TO SENIOR LEVEL ADMINISTRATION, MANAGEMENT, AND SELECT STAFF SUCH AS PURCHASING DEPARTMENT EMPLOYEES. THE PURPOSE OF THE STATEMENT IS TO REQUIRE EMPLOYEES TO DISCLOSE ANY POTENTIAL CONFLICT OF INTERESTS THEY MAY HAVE. THE STATEMENTS ARE SENT IN JANUARY OF EACH YEAR AND WE PURSUE THE REPLIES TO GET A 100% RESPONSE RATE. IN THE CURRENT YEAR WE SENT OUT OVER 250 STATEMENTS AND ACHIEVED A 100% RESPONSE RATE. EACH RESPONSE IS REVIEWED BY THE DIRECTOR OF INTERNAL AUDIT AND THE RESULTS ARE REPORTED TO THE CEO OF MEMORIAL HEALTH SYSTEM, INC AS WELL AS THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. 2.THE SECOND STATEMENT IS THE BOARD DUALITY OF INTEREST STATEMENT THAT IS SENT TO CURRENT BOARD MEMBERS, FORMER BOARD MEMBERS FROM THE LAST FIVE YEARS, THE FIVE HIGHEST COMPENSATED EMPLOYEES FROM THE PREVIOUS YEAR, EMPLOYEES THAT ARE ON THE GRANT AND SCHOLARSHIP COMMITTEES, AND OTHER KEY EMPLOYEES. THE DUALITY OF INTEREST STATEMENTS WERE SENT OUT IN JUNE, 2011. THE REPLIES ARE REVIEWED BY THE DIRECTOR OF INTERNAL AUDIT WHO SUMMARIZES THE RESULTS, WHICH ARE REVIEWED BY AN INDEPENDENT PARTY. THE RESULTS ARE REPORTED TO THE CEO OF MEMORIAL HEALTH SYSTEM, INC AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. 3. THE THIRD STATEMENT IS ENTITLED "CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS." THE STATEMENT REQUIRES AN ACKNOWLEDGMENT FORM TO BE SIGNED BY MEMORIAL HEALTH SYSTEM, INC'S KEY FINANCIAL EMPLOYEES THAT MEMORIAL HEALTH SYSTEMS, INC'S FINANCIAL INFORMATION IS TO THE BEST OF THEIR KNOWLEDGE TRUE AND ACCURATE. THIS STATEMENT WAS SENT OUT IN JANUARY, 2011. SIGNED ACKNOWLEDGEMENTS ARE KEPT BY THE DIRECTOR OF INTERNAL AUDIT. IN 2011, TWELVE DESIGNATED EMPLOYEES WERE REQUESTED TO SIGN THE FORM AND 100% COMPLIED WITH THIS REQUEST. ANY POTENTIAL CONFLICTS OF INTERESTS ARE REVIEWED BY INDEPENDENT PARTIES BOTH INTERNAL AND EXTERNAL TO THE ORGANIZATION, AND IF NECESSARY, CORRECTIVE ACTION WOULD BE TAKEN TO RESOLVE A TRUE CONFLICT. THE INDIVIDUAL WITH THE POTENTIAL CONFLICT OF INTEREST IS EXCLUDED FROM ALL REVIEW PROCEEDINGS
FORM 990, PART VI, SECTION B, LINE 15a & 15b		AN EXTENSIVE EXAMINATION IS CONDUCTED USING COMPARABLE MARKET DATA AND IT IS THEN REVIEWED BY AN INDEPENDENT CONSULTANT HIRED BY, AND REPORTING TO, THE BOARD OF DIRECTORS. RECOMMENDATIONS ARE PRESENTED TO THE COMPENSATION COMMITTEE OF THE MEMORIAL HEALTH SYSTEM, INC BOARD FOR DELIBERATION AND FINAL DECISION. DELIBERATION AND FINAL DECISION ARE PERFORMED BY THE INDEPENDENT MEMBERS OF THE BOARD.
FORM 990, PART VI, SECTION C, LINE 19		THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. THE FINANCIAL STATEMENTS ARE DISTRIBUTED QUARTERLY TO THE ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AS PART OF THE CONTINUING DISCLOSURES FOR THE MEMORIAL HEALTH SYSTEM, INC. BONDS.
FORM 990, PART XI, LINE 5		CASH TRANSFERS FROM MEMORIAL HOSPITAL OF SOUTH BEND: $ 28,513,083 WRITE OFF INTER COMPANY MEMORIAL HOSPITAL OF SOUTH BEND $- 2,919,982 WRITE OFF INTER COMPANY MEMORIAL HEALTH FOUNDATION $- 1,043,051 CHANGE IN PENSION LIABILITY $-12,572,569 ACCRUED HEALTH INSURANCE LIABLILITY TRUE UP -BETWEEN MEMORIAL HOSPITAL AND MEMORIAL HEALTH SYSTEM $ 841,936 UNREALIZED GAIN\LOSS ON INVESTMENT $- 108,955 TOTAL $ 12,710,462
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JOHN HILER TITLE:DIRECTOR - CHAIR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:RICHARD WARNER, CSC TITLE:DIRECTOR - THRU MAR 2011 HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:VIVIAN SALLIE TITLE:DIRECTOR - SECRETARY HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:RAFAT ANSARI, MD TITLE:DIRECTOR - MED DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:LARRY HARDING TITLE:DIRECTOR - TREASURER HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:VINCENT HENDERSON, MD TITLE:DIRECTOR & EMPLOYED PHYSICIAN HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:TODD SCHURZ TITLE:DIRECTOR - VICE CHAIR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:PHILIP NEWBOLD TITLE:PRESIDENT & CEO HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:BIPIN DOSHI TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JAMES KEENAN TITLE:DIRECTOR - THRU MAR 2011 HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:WES WILLIAMS TITLE:DIRECTOR - THRU NOV 2011 HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:RICHARD RICE TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:TRACY D GRAHAM TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:NAJEEB KHAN TITLE:DIRECTOR HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:WELLINGTON JONES III TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JEFFREY COSTELLO TITLE:ASSISTANT TREASURER & CFO HOURS:4
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:MICHAEL O'NEIL TITLE:COO HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:GREG CONRAD TITLE:ASST SECRETARY & VP HOURS:32

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

MEMORIAL HEALTH SYSTEM INC

Employer identification number

35-1536132

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) MEMORIAL HOSPITAL OF SOUTH BEND INC 615 N MICHIGAN ST SOUTH BEND,IN46601 35-0868132	HOSPITAL	IN	501(c)(3)	3	BEACON	Yes
(2) MEMORIAL HEALTH FOUNDATION INC 615 N MICHIGAN ST SOUTH BEND,IN46601 35-1536129	FINANCIAL SUP	IN	501(c)(3)	9	MHS	Yes
(3) ELKHART GENERAL HOSPITAL 600 EAST BOULEVARD ELKHART,IN46514 35-0877574	HOSPITAL	IN	501(C)(3)	3	BEACON	Yes
(4) BEACON HEALTH SYSTEM INC 600 EAST BOULEVARD ELKHART,IN46514	PARENT ORG	IN	501(C)(3)	11C-III-FI	N/A		No
(5) MEMORIAL ENDOWMENT FUND FOR MEMORIAL HOS PO BOX 1602 SOUTH BEND,IN46634 35-6068581	ENDOWMENT	IN	501(C)(3)	11D III-O	MEMORIAL HOS	Yes

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) LAPORTE MEDICAL GROUP SURGICAL CENTER 11221 ROE AVE SUITE 320 LEAWOOD,KS66211 26-0505795	SURGICAL CENTER	KS	MEMORIAL HEALTH	RELATED	24,739	1,055,717		No			No	50.187 %
(2) MICHIANA LINEN SERVICES LLC 600 EAST BLVD ELKHART,IN46515	LINEN SERVICES	IN	MEMORIAL HEALTH	UNRELATED	37,397	1,738,299		No			No	64.000 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) MEMORIAL HOME CARE INC 615 N MICHIGAN ST SOUTH BEND,IN46601 35-1901068	HOME MEDICAL	IN	NA	C	22,286,263	13,742,061	100.000 %

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) MEMORIAL HOME CARE INC	a iv	79,099	ACTUAL CHARGES
(2) MEMORIAL HOSPITAL OF SOUTH BEND INC	a iv	642,868	ACTUAL CHARGES
(3) MEMORIAL HOME CARE INC	j	114,453	ACTUAL CHARGES
(4) MEMORIAL HOSPITAL OF SOUTH BEND INC	j	204,612	ACTUAL CHARGES
(5) MEMORIAL HEALTH FOUNDATION INC	b	1,043,051	ACTUAL CHARGES
(6) MEMORIAL HOSPITAL OF SOUTH BEND INC	c	25,593,094	CASH TRANSFERS
(7) MEMORIAL HEALTH FOUNDATION INC	c	289,280	CASH TRANSFERS
(8) MEMORIAL HOME CARE INC	k	5,090,962	PHYSICIAN CHARG
(9) MEMORIAL HOSPITAL OF SOUTH BEND INC	k	246,641,735	PHYSICIAN CHARG
(10) MEMORIAL HOSPITAL OF SOUTH BEND INC	l	21,288,665	ACTUAL CHARGES
(11) MEMORIAL HOME CARE INC	l	1,117,905	ACTUAL CHARGES
(12) MEMORIAL HEALTH FOUNDATION INC	l	437,365	ACTUAL CHARGES
(13) MEMORIAL HEALTH FOUNDATION INC	n	522,324	ACTUAL CHARGES
(14) MEMORIAL HOME CARE INC	p	3,760,484	ACTUAL CHARGES
(15) MEMORIAL HOSPITAL OF SOUTH BEND INC	p	27,186,057	ACTUAL CHARGES
(16) MEMORIAL HEALTH FOUNDATION INC	p	155,000	ACTUAL CHARGES
(17) MEMORIAL HEALTH FOUNDATION INC	q	1,058,314	ACTUAL CHARGES
(18) MEMORIAL HOME CARE INC	q	3,701,587	ACTUAL CHARGES
(19) MEMORIAL HOSPITAL OF SOUTH BEND INC	q	41,212,189	ACTUAL CHARGES
(20) MEMORIAL HEALTH FOUNDATION INC	r	1,058,314	ACTUAL CHARGES
(21) MEMORIAL HOME CARE INC	r	4,422,440	ACTUAL CHARGES
(22) MEMORIAL HOSPITAL OF SOUTH BEND INC	r	41,221,885	ACTUAL CHARGES

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: MEMORIAL HEALTH SYSTEM, INC. IS COMMITTED TO IMPROVING THE QUALITY OF LIFE OF THE PEOPLE IN OUR COMMUNITY.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	9
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	951
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	2,071,687
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,966,424	2,628,344
9	Program service revenue (Part VIII, line 2g) .........	67,793,807	81,205,762
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	604,115	154,362
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,403,293	1,383,530
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	72,767,639	85,371,998
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	329,745	248,560
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	60,258,564	73,826,588
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	31,507,624	32,526,351
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	92,095,933	106,601,499
19	Revenue less expenses. Subtract line 18 from line 12.......	-19,328,294	-21,229,501
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	99,994,316	106,397,632
21	Total liabilities (Part X, line 26).............	46,648,276	61,570,630
22	Net assets or fund balances. Subtract line 21 from line 20.....	53,346,040	44,827,002

Sign Here

	Signature of officer	Date

	Type or print name and title.


4a	(Code: ) (Expenses $ 66,874,455 including grants of $ ) (Revenue $ 55,262,791 )
	MEMORIAL HEALTH SYSTEM, INC. (THE "CORPORATION") OPERATES MEMORIAL MEDICAL GROUP. MEMORIAL MEDICAL GROUP (MMG) IS A MULTI-SPECIALTY CARE NETWORK OF PHYSICIANS AND ALSO INCLUDES THE MED-POINT IMMEDIATE CARE CENTERS AND CENTER FOR OCCUPATIONAL HEALTH. IN ADDITION TO THE PHYSICIAN PRACTICES, MMG OPERATES A HIGH COMPLEXITY CORE LABORATORY FOR THE SUPPORT OF ITS EMPLOYED PHYSICIANS. THE CENTER FOR OCCUPATIONAL HEALTH (COH) AND WORKER'S COMPENSATION SERVICES FOR 1500 CLIENT COMPANIES IN ST. JOSEPH AND LAPORTE COUNTIES. MMG ALSO OPERATES MED-POINT URGENT CARE CENTERS TO SUPPLEMENT THE SERVICES OF THE MEDICAL GROUP AND COH. MMG OPERATES MED-POINT EXPRESS, A RETAIL BASED WALK-IN CLINIC AT VARIOUS RETAIL SUPERCENTERS OR GROCERY STORES. IN ADDITION TO THE CORPORATION'S PRIMARY CARE NETWORK, MEMORIAL MEDICAL GROUP MANAGES THE OPERATION OF SEVERAL HOSPITAL BASED PRACTICES FOR THE HOSPITALISTS, TRAUMA ORTHOPEDIC SURGEON, AND PEDIATRIC INTENSIVISTS.

4b	(Code: ) (Expenses $ 20,431,613 including grants of $ 248,560 ) (Revenue $ 25,567,367 )
	MEMORIAL HEALTH SYSTEM, INC. (THE "CORPORATION") WAS ESTABLISHED AS THE PARENT CORPORATION OF MEMORIAL HOSPITAL OF SOUTH BEND, INC. (THE "HOSPITAL") IN 1981 TO DEVELOP A FULL SPECTRUM OF HEALTH-RELATED SERVICES FOR NORTH CENTRAL INDIANA AND SOUTHWESTERN MICHIGAN. THE CORPORATION IS COMMUNITY-OWNED AND NOT-FOR-PROFIT. ALONG WITH ITS SUBSIDIARIES, THE CORPORATION SERVES THE GREATER COMMUNITY THROUGHOUT THE CONTINUM OF CARE FROM HEALTH PROMOTION AND SICKNESS PREVENTION TO DIAGNOSIS, INPATIENT, OUTPATIENT AND HOME CARE SERVICES. IT CONTROLS MEMORIAL HEALTH FOUNDATION, THE HOSPITAL'S PHILANTHROPIC ARM, AND MEMORIAL HOME CARE, INC., COLLECTIVELY REFERRED TO AS THE "SYSTEM". THE CORPORATION PROVIDES CORPORATE SERVICES TO THE ABOVE MENTIONED AFFILIATED ORGANIZATIONS AND THE HOSPITAL. ALONG WITH ITS OWN AFFILIATED ORGANIZATIONS, MEMORIAL HEALTH SYSTEM, INC. HAS FORMED SEVERAL JOINT VENTURES WHICH FURTHERS ITS WORK IN THE CONTINUUM OF CARE.

4c	(Code: ) (Expenses $ 329,206 including grants of $ ) (Revenue $ 375,604 )
	MEMORIAL HEALTH SYSTEM, INC. (THE "CORPORATION") OPERATES MEMORIAL MEDICAL GROUP (MMG). ALONG WITH THE PRIMARY CARE NETWORK, MMG ALSO OPERATES THE MEMORIAL MEDICAL GROUP CLINICAL RESEARCH INSTITUTE (CLINICAL RESEARCH). CLINICAL RESEARCH IS CURRENTLY FOCUSED ON PHARMACOLOGY STUDIES. THE PHARMACOLOGY STUDIES INVOLVE PATIENTS WITH SPECIFIC CONDITIONS OR DISEASES. CLINICAL RESEARCH HAS BROUGHT THE FOLLOWING POSITIVE BENEFITS TO MMG: IMPROVED PATIENT CARE - BRINGS MMG PHYSICIANS AND NURSES CLOSER TO LEADING-EDGE MEDICINE. CORPORATE POSITIONING - CLINICAL RESEARCH CAN ENHANCE MMG'S IDENTITY AND BRAND, IT CAN PROVIDE A MEANS TO MEET PHYSICIANS' ACADEMIC NEEDS AND ENHANCE PHYSICIAN RECRUITMENT.

	(Code: ) (Expenses $ 557,692 including grants of $ ) (Revenue $ 2,459 )
	MANAGED CARE SERVICES

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 557,692 including grants of $ ) (Revenue $ 2,459 )
4e	Total program service expenses$ 88,192,966

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) GREG CONRAD ASST SECRETARY & VP	8.0	X			42,692	128,075	19,452
(19) MICHAEL GORDON EXECUTIVE DIRECTOR	40.0		X		217,266	0	31,287
(20) STEPHEN SMITH EMPLOYED PHYSICIAN	40.0			X	1,207,771	0	27,045
(21) ROBERT YOUNT EMPLOYED PHYSICIAN	40.0			X	1,020,433	0	24,501
(22) RAMANAK MITRA EMPLOYED PHYSICIAN	40.0			X	954,618	0	28,275
(23) WALTER LANGHEINRICH EMPLOYED PHYSICIAN	40.0			X	955,839	0	24,904
(24) JOSEPH SCHNITTKER EMPLOYED PHYSICIAN	40.0			X	805,202	0	32,041

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	8,125,070	128,075	318,255

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		514,674
e	Government grants (contributions)1e		2,113,670

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			2,628,344
			Business Code
2a	NET PATIENT REV		621,110	55,262,791	55,132,043	130,748
b	CLINICAL TRIAL REV		621,500	375,604	375,604
c	MGT ADMIN SVCS		561,499	24,302,348	22,383,456	1,918,892
d	JOINT VENTURES		621,110	624,626	619,979	4,647
e	AFFILIATE RENT		531,120	640,393			640,393
f	All other program service revenue .
g	Total. Add lines 2a–2f........			81,205,762
3	Investment income (including dividends, interest
	and other similar amounts).....			142,421			142,421
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			83,221			83,221
		(i) Real	(ii) Personal
6a	Gross rents	2,912,830
b	Less: rental expenses	1,952,352
c	Rental income or (loss)	960,478
d	Net rental income or (loss).......			960,478			960,478
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	3,221,904	10,000
b	Less: cost or other basis and sales expenses	3,140,200	79,763
c	Gain or (loss)	81,704	-69,763
d	Net gain or (loss)..........			11,941			11,941
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	MEDICAL DIRECTORSHIP		621,110	252,892			252,892
b	PROFESSIONAL CALL VOLUME - ASK A NURSE		621,300	67,080			67,080
c	ACCOUNTING SERVICES FOR JOINT VENTURE		541,200	17,400		17,400
d	All other revenue ....			2,459	2,459
e	Total. Add lines 11a–11d ......			339,831
12	Total revenue. See Instructions....			85,371,998	78,513,541	2,071,687	2,158,426


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			5,781	1	5,781
2	Savings and temporary cash investments .......			2,859,523	2	6,626,725
3	Pledges and grants receivable, net .........			304,670	3	396,954
4	Accounts receivable, net .........			5,963,233	4	8,223,770
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			106,522	7	106,522
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ............			5,304,783	9	5,877,805
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	112,953,244
b	Less: accumulated depreciation. .....	10b	51,836,403	61,948,591	10c	61,116,841
11	Investments—publicly traded securities ..........			3,871,168	11	3,980,513
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			15,623,397	13	16,670,770
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			4,006,648	15	3,391,951
16	Total assets. Add lines 1 through 15 (must equal line 34)...			99,994,316	16	106,397,632
17	Accounts payable and accrued expenses .			11,775,949	17	16,280,847
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			26,636	19	22,383
20	Tax-exempt bond liabilities ..........			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			34,845,691	25	45,267,400
26	Total liabilities. Add lines 17 through 25.....			46,648,276	26	61,570,630
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			53,346,040	27	44,827,002
28	Temporarily restricted net assets .....			0	28	0
29	Permanently restricted net assets .....			0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			53,346,040	33	44,827,002
34	Total liabilities and net assets/fund balances .....			99,994,316	34	106,397,632